- The Flesh
- Stinky Diver
- The Chief
- Bill the Lab Guy
- Smarty Pants
- Smarty Pants' Robot
- Police Officer
The episode begins one night at the repository of knowledge, where the evil genius, Smarty Pants and his robot are stealing all of the world's books and CDs. Smarty Pants says that once he steals all of the world's books and CDs, he will have enough knowledge to take over the world.
Bill the Lab Guy has heard about Smarty Pants' evil plan, and, with the help of the Action League, he decides to hide the rest of the world's knowledge in the last place he would ever think to look; The Flesh's brain. The Flesh is tied to a table and a transference helmet is placed on his head. He thinks the helmet is a party hat and it's his birthday. Bill turns on his machine, and the knowledge is placed in The Flesh's brain. The Chief and Bill decide to check on The Flesh to see if their plan was a success. It was, as The Flesh is now smart. he assures them that he is okay and that Madison is the capital of Wisconsin. He then asks The Chief and Bill if they want to play chess with him.
At Action Headquarters, Thundergirl, Stinky, and Meltman are watching The Flesh program a VCR and are impressed with him. When the Chief returns, The Flesh tells him that he has programmed the VCR to record nothing but the history channel. The Chief tells the League that they have to stop Smarty Pants and save the world's knowledge. He tells The Flesh to stay behind, as they can't put his knowledge at risk. The Flesh approves of this idea, and tells The Chief that they can communicate through radios that he built from a kit he ordered online. The Chief takes one of the radios, and The Flesh corrects his grammar, annoying him. As they leave, he asks Thundergirl, Stinky, and Meltman if they liked The Flesh better when he was dumb.
A few minutes later, at the National Archives, The Chief tells Thundergirl, Stinky, and Meltman his plan, until The Flesh communicates on the radio to correct his grammar. The Chief is angry with The Flesh, and this attracts the attention of Smarty Pants, who is on top of the bookcase. He programs his robot on the shelf below to push the books, which land on The Chief, Thundergirl, Stinky, and Meltman.
Later, at Smarty Pants' hideout, The Chief, Thundergirl, Stinky, and Meltman are trapped in a net hung above a blender. Meltman asks Smarty Pants why they're in the net. Smarty Pants tells them he is going to destroy them. He turns on the blender, and The Chief tells him they hid the world's knowledge in a place he'd never think to look. Just then, The Flesh appears, and Smarty Pants traps him in a cage. The Chief is not happy with The Flesh, as he told him to stay at Headquarters. The Flesh tells him he finds it dull having all the world's knowledge when he can't show it off to anyone. Smarty Pants asks The Chief if The Flesh is where all the knowledge is hidden. He asks The Flesh what the capital of Ohio is, and The Flesh correctly guesses, "Columbus". Smarty Pants realizes he underestimated The Flesh, and wonders if a game of chess will prove who has the superior intellect. The Flesh likes this idea, and decides to propose a wager; if he wins, Smarty Pants has to set the League free, and if Smarty Pants wins, he can have the rest of the world's knowledge.
One hour later, The Flesh appears to be in the lead, as Smarty Pants' king is in great danger. Smarty Pants tells The Flesh he plays very well, but he's not finished. He presses the button on the clock, which launches a pawn, which lands on The Flesh's head, knocking all of the knowledge out of it and returning him to his normal low IQ. Smarty Pants is satisfied with his evil plan. The Narrator asks the viewers if the Action League will be destroyed, or if a brainless Flesh will win the chess game, then tells them to stay tuned for Part 2.
In the second act, Smartypants tells Flesh that his time is running out, and to move a piece, or the Action League will be lowered into the blender. The Flesh sees his knight, and, mistaking it for a horse, wants to ride it. As he jumps on the knight, he accidentally pushes his queen towards Smarty Pants' king. This causes The Flesh to win the game, and Smarty Pants grieves over having lost to an idiot. The League cheers for the Flesh's victory.
Later that day, after the League is set free and Smarty Pants is arrested, The Action League work to return the books and CDs to where they belong. The Chief tells Thundergirl, Stinky, and Meltman that it's good to have the old Flesh back. Stinky agrees with him. The Flesh then tells his knight that he likes him, and knocks it into a worker, who is holding a rope that some of the books are tied in. The books land on The Chief, Thundergirl, Stinky, and Meltman, who wish the Flesh was smart again as the episode ends.
- The Flesh: "I have successfully programmed the VCR..."
- Thundergirl, Stinky, & Meltman: "Yay!"
- The Flesh: "...to record nothing but the history channel."
- Thundergirl, Stinky, & Meltman: "Boo!"
- Narrator: "The best build, the best brain. Is it too good to be true? You bet your grey matter."